Singapore's First Listed Indian Property Trust
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BACK COVER COVER Left TIP-IN PROSPECTUS DATED 24 July 2007 (Registered with the Monetary Authority of Singapore on 24 July 2007) This document is important. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professional adviser. THE ASCENDAS ADVANTAGE Ascendas’ commitment to excellence gives our customers the Advantage of quality business space, reliable business solutions and an international business lifestyle. Singapore’s First Singapore’s First Shenyang Listed Indian Beijing KOREA (a business trust constituted on 7 December 2004 Listed Indian Tianjin Dalian Seoul JAPAN (as amended and restated) under the laws of the Republic of Singapore) Yong-In Xi’an Yokohama managed by Ascendas Property Fund Trustee Pte. Ltd. Property Trust Nanjing Suzhou (Registration Number 200412730D) Property Trust MIDDLE EAST Shanghai a related corporation of Ascendas Land International Pte Ltd CHINA Hangzhou (the “Sponsor” or “ALI”) a-iTrust is a Singapore-based business trust Taipei established with the principal objective of INDIA Shenzhen OFFER FOR SUBSCRIPTION BY OMAN Nagpur Hong Kong ASCENDAS PROPERTY FUND TRUSTEE PTE. LTD. 1 Pune owning income-producing real estate used 423,377,249 Units (as defined herein) subject to the Over-Allotment Option Hyderabad THAILAND Ayutthaya Fort Bonifacio Trust Singapore’s First Listed Indian Property (465,714,974 Units where the Over-Allotment Option is exercised in full) primarily as business space in India. a-iTrust Calamba Bangalore Chennai VIETNAM Sponsored by Ho Chi Minh PHILIPPINES Offering Price S$1.18 per Unit Ascendas Land International Pte. Ltd. may acquire and develop land or uncompleted Your MALAYSIA developments to be used primarily as business Kuala Lumpur SINGAPORE Ascendas India Trust (“a-iTrust”) is a business trust (Registration Number: 2007004) right or claim against any of a-iTrust, the Trustee-Manager, the Sponsor, the Sole Financial Adviser space, with the objective of holding the Trusted Partner Batam registered under the Business Trusts Act, Chapter 31A of Singapore (the “Business Trusts to the Offering or the Joint Underwriters and Bookrunners. INDONESIA Bintan Act” or “BTA”). A copy of this Prospectus has been lodged on 2 July 2007 with the Monetary in Karimun Authority of Singapore (the “Authority” or the “MAS”). The MAS assumes no responsibility a-iTrust has received a letter of eligibility from the SGX-ST for the listing and quotation of the Units properties upon completion. Business Space for the contents of this Prospectus. Registration of this Prospectus by the MAS does not on the Main Board of the SGX-ST. a-iTrust’s eligibility to list on the Main Board of the SGX-ST does imply that the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and not indicate the merits of the Offering, a-iTrust, the Trustee-Manager, the Sponsor, the Sole Financial Futures Act” or “SFA”), or any other legal or regulatory requirements, have been complied Adviser to the Offering, the Joint Underwriters and Bookrunners or the Units. The SGX-ST assumes 1 The Trustee-Manager may also invest in real estate related assets in relation to the foregoing with. The MAS has not, in any way, considered the merits of the units being offered for no responsibility for the correctness of any statements or opinions made or reports contained in ASCENDAS IN INDIA investment. this Prospectus. Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Offering, a-iTrust, the Trustee-Manager, the Sponsor, the Sole Financial Adviser Ascendas Pte Ltd (Ascendas) develops IT Parks and hi-tech buildings, as well as Built-to-Suit and Ready-Built Facilities. Ascendas Property Fund Trustee Pte. Ltd. (the “Trustee-Manager”) is making an offering (the to the Offering, the Joint Underwriters and Bookrunners or the Units. “Offering”) of 465,714,974 Units representing undivided interests in a-iTrust for subscription at Starting with the landmark International Tech Park Bangalore (ITPB), Ascendas has since followed on its success with the Offering Price (as defined below) (the “Units”) assuming the Over-Allotment Option is exercised See “Risk Factors” commencing on page 47 of this Prospectus for a discussion of certain CyberPearl and The V in Hyderabad, and International Tech Park Chennai (ITPC). Ascendas is also developing International in full. The Offering consists of (i) an international placement to investors, including institutional factors to be considered in connection with an investment in the Units. None of the Trustee- Tech Parks in Pune (ITPP) and Nagpur (ITPN) as well as CyberVale, an IT Park within Mahindra World City in Chennai. and other investors in Singapore (the “Placement Tranche”) and (ii) an offering to the public in Manager, the Sponsor, the Sole Financial Adviser to the Offering or the Joint Underwriters and Singapore (the “Public Offer”), including 11,281,000 Units reserved for subscription by the directors, Bookrunners guarantees the performance of a-iTrust, the repayment of capital or the payment In June 2005, Ascendas launched the Ascendas India IT Parks Trust, a private real estate fund seeded by two prime management, employees and business associates of the Sponsor and its subsidiaries (the “Reserved of a particular return on the Units. properties – ITPB and The V. The Trust later acquired CyberPearl and ITPC and is now being offered for listing and Units”). The size of the Public Offer will be 31,281,000 Units. The subscription price of each Unit under the Offering (the “Offering Price”) will be S$1.18. The Offering is underwritten at the Offering Investors applying for Units by way of Application Forms or Electronic Applications (both as referred renamed Ascendas India Trust. In June 2007, Ascendas also launched Ascendas India Development Trust, a private Price by J.P. Morgan (S.E.A.) Limited (“JPMorgan” or the “Sole Financial Adviser to the Offering”), to in Appendix F, “Terms, Conditions and Procedures for Application for and Acceptance of the Units trust focusing on integrated developments in India. Citigroup Global Markets Singapore Pte. Ltd. (“Citi”) and DBS Bank Ltd (“DBS”, together with in Singapore”) in the Public Offer will have to pay the subscription price of S$1.18 per Unit on JPMorgan and Citi, the “Joint Underwriters and Bookrunners”). application, subject to a refund of the full amount or, as the case may be, the balance of the application monies (in each case without interest or any share of revenue or other benefit arising As at the date of this Prospectus, ALI, General Electric Capital Corporation (“GE”), The Great Eastern therefrom), where (i) an application is rejected or accepted in part only, or (ii) if the Offering does Life Assurance Company Limited (“Great Eastern”), Lianhe Investments Pte Ltd (“Lianhe Investments”) not proceed for any reason. and Forum Asian Realty Income L.P. (“Forum”, and together with ALI, GE, Great Eastern and Lianhe Investments, the “Original Investors”) hold 64,200,000, 86,102,764, 40,650,407, 14,141,138 and In connection with the Offering, JPMorgan (the "Stabilising Manager") has been granted an over- 10,162,602 Units respectively (together, the “Original Units” and each, an “Original Unit”). The allotment option (the "Over-Allotment Option") by the Trustee-Manager, exercisable by the total number of Units in issue as at the date of this Prospectus, and held by the Original Investors, Stabilising Manager in consultation with the Joint Underwriters and Bookrunners, in full or in part, ITPB ITPC ITPN ITPP The V CyberPearl CyberVale is 215,256,911 Original Units. on one or more occasions, to subscribe for up to an aggregate of 42,337,725 Units at the Offering Bangalore Chennai Nagpur Pune Hyderabad Hyderabad Chennai Price for each Unit, solely to cover the over-allotment of Units (if any), subject to any applicable On the date of this Prospectus, each Original Unit held by the Original Investors will be sub-divided laws and regulations until, the earlier of (i) the date falling 30 days from the date of commencement (the “Sub-division”) into approximately 2.12 Units so that the total number of Units in issue and of trading of the Units on the SGX-ST, or (ii) the date when the over-allotment of the Units which THE PREFERRED ADDRESS IN ASIA held by the Original Investors prior to the Redemption (as defined herein) and the Offering is are the subject of the Over-Allotment Option has been fully covered (through the purchase of the 456,758,694 Units. Upon completion of the Sub-division and separate from the Offering, Units Units on the SGX-ST and/or the exercise of the Over-Allotment Option by the Stabilising Manager), Ascendas is Asia’s premier provider of business space solutions, with a significant presence in regional markets like held by ALI, GE, Great Eastern, Lianhe Investments and Forum respectively will be redeemed (the or (iii) the date falling 30 days after the date of adequate public disclosure of the Offering Price. Offering Timetable Singapore, China, India and South Korea. Among its flagships are the Singapore Science Park, Ascendas Plaza in “Redemption”) by the Trustee-Manager at the Offering Price. At the Offering Price of S$1.18 and The total number of outstanding Units immediately after completion of the Offering will be Shanghai and Ascendas-Xinsu in Suzhou, China. Over 1,300 of the world’s leading companies, many in the Fortune assuming the Over-Allotment Option is exercised in full, 8,589,099, 92,952,477, 43,884,053, 750,810,362 Units at the Offering Price. In the event of the Over-Allotment Option being exercised, Date and Time Event 15,266,413 and 10,971,264 Units held by ALI, GE, Great Eastern, Lianhe Investments and Forum it is agreed between the Trustee-Manager and the Original Investors that up to 42,337,725 Units 500 list, have made Ascendas properties their preferred address in Asia.